DHX Media Ltd. is committed to good corporate governance practices. In accordance with guidelines recommended by securities regulators, our board of directors has formed an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee. Our board, with the support of these committees, is responsible for enhancing and preserving long term shareholder value and ensuring that DHX Media Ltd. conducts business in an ethical and safe manner.

The mandates and charters of the Board of Directors and the three governing committees are:

• Mandate for the Directors of DHX Media Ltd.
• Audit Committee Charter
• Nominating and Governance Committee Charter
• Compensation Committee Charter

DHX Media Ltd. has also adopted a Disclosure Policy, set forth below, to help ensure that communications to the public regarding DHX Media are timely, factual and accurate. The Disclosure Policy is administered by a management disclosure committee.

• Disclosure Policy

DHX Media Ltd. promotes a culture of honesty, integrity and accountability and strives to operate its business in accordance with the highest ethical standards and applicable laws, rules and regulations. Our Code of Business Conduct and Ethics, set out below, outlines the principles that guide our directors, officers and employees in the performance of their duties.

• Code of Business Conduct and Ethics

In accordance with best practices, DHX Media Ltd. has also adopted a written Insider Trading Policy (which governs the conduct of directors, officers, employees and other insiders with respect to the possession and use of material information about DHX Media that has not been disclosed or released to the general public) and is in the process of creating a Whistle Blower Policy (which sets forth procedures for complaints and concerns of our employees relating to accounting or auditing matters, the Code of Business Conduct and Ethics or applicable laws, rules and regulations).

• Insider Trading Policy
• Whistle Blower Policy